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                                                                    EXHIBIT 10.3

                   AMENDED AND RESTATED COST SHARING AGREEMENT

     This Amended Cost Sharing  Agreement  (the  "Agreement")  effective July 1,
2002, by and between Nationwide Mutual Insurance Company, Nationwide Mutual Fire
Insurance  Company,  Nationwide  Life  Insurance  Company,  Nationwide  Life and
Annuity Insurance Company,  Nationwide Insurance Company of America,  Nationwide
Insurance Company of Florida,  Nationwide Affinity Insurance Company of America,
Nationwide  Assurance  Company,  AMCO Insurance  Company,  Depositors  Insurance
Company,  Allied  Property  and  Casualty  Insurance  Company,  Farmland  Mutual
Insurance  Company,  Scottsdale  Insurance  Company,  Scottsdale  Surplus  Lines
Insurance  Company,  Western  Heritage  Insurance  Company,  Nationwide  General
Insurance   Company,   Nationwide   Property  and  Casualty  Insurance  Company,
Nationwide  Agribusiness  Insurance  Company,  Colonial County Mutual  Insurance
Company,  National  Casualty  Company,  CalFarm  Insurance  Company,  Nationwide
Lloyds, Nationwide Financial Services, Inc., Nationwide Corporation,  Nationwide
Investment Services Corporation,  Nationwide Realty Investors,  Ltd., Nationwide
Financial Services (Bermuda), Ltd., Gates McDonald & Company,  Nationwide Health
Plans, Inc., Nationwide Global Holdings, Inc., Gartmore Global Investments, Inc.
(fka Villanova Capital,  Inc.),  Gartmore Morley Financial  Services,  Inc. (fka
Morley Financial Services, Inc.), Nationwide Retirement Plan Services, Inc. (fka
Irvin Schwartz & Associates,  Inc.), Nationwide Retirement Solutions,  Inc., The
401(k) Companies,  Inc.,  Nationwide  Securities,  Inc. (fka Nationwide Advisory
Services,  Inc.),  Nationwide Financial  Institution  Distributors Agency, Inc.,
Nationwide  Advantage  Mortgage Company (fka Nationwide Home Mortgage  Company),
Allied Group, Inc., Retention Alternatives,  Ltd., Scottsdale Indemnity Company,
Nationwide Indemnity Company,  Nationwide Services Company, LLC, Nationwide Cash
Management   Company,   Insurance   Intermediaries,   Inc.,   National  Deferred
Compensation,  Inc.,  Nationwide  Foundation,  and any United  States  domiciled
subsidiaries of each aforestated company (collectively, the "Parties").

     WHEREAS,  the Parties  desire to terminate  and replace in its entirety the
Cost Sharing  Agreement,  dated January 1, 2000, with this Agreement,  effective
July 1, 2002; and

     WHEREAS,  the Parties desire to have each other perform certain operational
services and certain administrative services, on behalf of one another; and

     WHEREAS,  the providing of these certain  operational  services and certain
administrative  services  shall of  necessity  involve  a Party  rendering  such
services to another Party (the "Providing Party"); and

     WHEREAS, the receiving of these certain operational services and certain
     administrative services shall of necessity involve a Party receiving such
services from the Providing Party (the "Receiving Party"); and

     WHEREAS, the Parties desire to properly distribute and allocate expenses to
each Receiving Party.

     Now  theretofore,  in  consideration  of the  premises  and  of the  mutual
agreements  and  covenants  herein  contained,  the  Parties do hereby  agree as
follows:

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     1.     Services  Provided to the Receiving  Party by the  Providing  Party.
            --------------------------------------------------------------------

            a.      Operational   Services.   Unless  addressed  by  a  separate
                    -----------------------
                    agreement,  the Providing Party's employees may perform some
                    or all of the  following  operational  services on behalf of
                    the Receiving Party:

                    i.      Field  acquisition  services  (including,   but  not
                            limited    to    advertising,    solicitation    and
                            underwriting);

                    ii.     Policy processing and administration services;

                    iii.    Claims adjustment,  claims  administration and other
                            loss adjustment services (however,  any compensation
                            for claims adjustment services shall not be based on
                            the  amount of  adjustments,  that is not based upon
                            reduction or denial results);

                    iv.     Data processing  services;  v. Accounting  services;
                            vi. Actuarial services;  vii.  Investment  services;
                            and

                    viii.   Other necessary operational services or functions.

            As to the  services  mentioned  in Section  1(a)(i)  above,  (i) all
            advertising  shall first be approved  by the  specific  underwriting
            insurance company;  (ii) all underwriting  performed hereunder shall
            be in conformity with the  underwriting  guidelines  provided by the
            underwriting insurance company; and (iii) the underwriting insurance
            company shall make the final  determination  as to whether to accept
            or reject the proposed request for insurance.

            b.      Administrative  Services.  Unless  addressed  by a  separate
                    -------------------------
                    agreement,  the Providing Party's employees may perform some
                    or all of the following administrative services on behalf of
                    the Receiving Party:

                    i.      Payroll Administration;

                    ii.     Benefits administration;

                    iii.    Investment  management  administration  (however, in
                            the performance of such services, and the investment
                            services  stated in  Section  1(a)(vii)  above,  the
                            deposit and maintenance of all individual  insurance
                            company's  funds and assets  shall be in accounts in
                            the insurance company's own name);

                    iv.     Legal administration;

                    v.      Human Resource administration;

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                    vi.     Communications administration;

                    vii.    Financial administration (including, but not limited
                            to,   treasury   services,    financial   reporting,
                            management reporting, financial planning, budgeting,
                            tax planning, consulting and reporting); and

                    viii.   Other necessary administrative services.

     2.     Management of Employees.  The Providing  Party's  employees shall at
            ------------------------
            all times  operate  under the  management  control of the  executive
            officers of Providing Party. The executive officers of the Providing
            Party shall maintain the right to hire  additional  employees and to
            otherwise commence any and all necessary and appropriate  management
            action with respect to the Providing  Party's  employees  performing
            services on behalf of the Receiving Party.

     3.     Costs Not Subject to  Allocation.  The Parties may determine that an
            ---------------------------------
            expense item or group of expenses  segregated  into Receiving  Party
            disbursement codes are one hundred percent (100%) chargeable to that
            specific Receiving Party and are therefore not subject to allocation
            or cost sharing.

     4.     Allocation of Costs and Allocation  Methods.  Costs  associated with
            --------------------------------------------
            the services  provided by the Providing  Party shall be allocated to
            the  Receiving  Party based on standard  allocation  techniques  and
            procedures  acceptable under general cost accounting  techniques and
            procedures   that  shall  be  in  conformity   with  NAIC  statutory
            accounting  principles.  Expenses shall be apportioned in accordance
            with Statement of Statutory Accounting Procedure No. 70, "Allocation
            of Expenses." The books, accounts and records shall be so maintained
            as to clearly and accurately  disclose the nature and details of the
            transactions  including such accounting  information as is necessary
            to support the expenses  apportioned to the respective parties.  The
            following  methods  or some  combination  thereof,  shall be used as
            appropriate to allocate expenses to the Receiving Party:

            a.      Special Cost Studies;

            b.      Individual Time Estimates;

            c.      Claims Counts;

            d.      Policies in Force;

            e.      Direct Written Premiums;

            f.      Pro rata share of the Receiving Party's employees,  or their
                    salaries; and/or;

            g.      Any  other  method  agreed  to by the  Parties  that  are in
                    conformity with NAIC statutory accounting principles.

     5.     Maintenance and Payment of Expenses.
            ------------------------------------

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            a.      The Parties shall  maintain  expenses for such operation and
                    administrative  services  in  sufficient  detail  so  as  to
                    facilitate   proper   allocation  to  the  Receiving  Party,
                    including the cost allocation methodology.

            b.      The Receiving  Party shall remit payment for the operational
                    and   administrative   expenses  to  the  Providing   Party.
                    Estimated  settlements  shall be executed as  appropriate to
                    maintain  equity of cash flow in  accordance  with  treasury
                    policy and cash management principles. In most instances the
                    actual  settlement will occur quarterly  taking into account
                    the  estimated  settlements.  The  payment  of  invoices  is
                    expected  within a reasonable  and timely  manner  (i.e.  90
                    days)  following  receipt of the  invoice  by the  Receiving
                    Party.

     6.     Chief Financial Officer.
            ------------------------

            a.      The Chief Financial  Officer of Nationwide  Mutual Insurance
                    Company   (the   "CFO")   or  the  CFO's   duly   authorized
                    representative (the  "Representative")  shall be responsible
                    for allocation of expenses to the Receiving Parties. The CFO
                    or the  Representative  may seek input from other areas, but
                    shall make the ultimate decision regarding the allocation of
                    expenses.

            b.      It   shall  be  the   responsibility   of  the  CFO  or  the
                    Representative  to maintain  fairness  and equity of expense
                    allocations  and to  ensure  that  such  allocations  are in
                    conformity  with customary  insurance  accounting  practices
                    consistently applied and in accordance with NAIC guidelines.

     7.     Disputes  Regarding  Allocation.  If a dispute  arises  between  the
            --------------------------------
            Parties  regarding the allocation of expenses and cannot be resolved
            between the Parties and the CFO or the Representative, the executive
            officers of the Parties may, at their option, negotiate a settlement
            related thereto.  The CFO or the Representative shall be responsible
            for the operational aspects of any such settlement.

     8.     Future Corporate Structure Changes.  Unless otherwise agreed to, the
            -----------------------------------
            Parties  shall cause any  corporation  that in the future  becomes a
            subsidiary  or  affiliate  having  the  ultimate  parent  entity  of
            Nationwide  Mutual Insurance  Company and/or  Nationwide Mutual Fire
            Insurance Company, to become a party hereto as an additional "Party"
            hereto.  Conversely, the parties shall cause any corporation that in
            the future  ceases to be a subsidiary  or  affiliate  not having the
            ultimate parent entity of Nationwide Mutual Insurance Company and/or
            Nationwide  Mutual Fire Insurance  Company,  to no longer be a party
            hereto.

     9.     Term.  The term of this Agreement  shall commence on July 1, 2002
            -----
            and shall  remain in effect until  terminated  pursuant to Section
            11 of the Agreement.

     10.    Amendments.  This Agreement may be amended, modified, or
            -----------
            supplemented at any time by mutual consent of all Parties; provided,
            however, that any such amendment, modification or supplement must be
            in writing, executed by all Parties, and approved by the appropriate
            regulatory authorities. Notwithstanding the foregoing, and except as
            otherwise agreed to by the Parties, an amendment,

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            modification  or  supplement  to  this  Agreement  with  respect  to
            particular  Parties  affected  by such  amendment,  modification  or
            supplement  is effective as it relates to such  particular  Parties;
            provided,  however,  that  any  such  amendment,   modification,  or
            supplement  is in  writing  and  executed  by the  Parties,  and the
            Agreement  shall remain in full force and effect with respect to the
            remaining Parties to the Agreement.

     11.    Entire Agreement.  This Agreement and any and all addenda, schedules
            -----------------
            or exhibits attached hereto constitutes the entire agreement between
            the Parties with respect to the subject matter hereof and supercedes
            all previous proposals, negotiations, representations, commitments,
            writings and all other communications between the Parties, both oral
            and written. In the event of any conflict between this Agreement and
            any other prior agreements or understandings, the terms of this
            Agreement shall control.

     12.    Non-Assignability.  The rights,  obligations,  duties, and authority
            ------------------
            under this Agreement are not assignable by the Parties.

     13.    Termination.
            ------------

            a.      This Agreement may be terminated by the mutual  agreement of
                    all Parties.

            b.      The  participation  of a  Party  in  this  Agreement  may be
                    terminated  by any such Party upon ninety (90) days  written
                    notice by the terminating Party to the other Parties.

     14.    Governing Law.  This Agreement shall be governed by and construed
            --------------
            and enforced in accordance with the laws of the State of Ohio,
            excluding the choice of law rules thereof.

     15.    Records.  All records of a specific insurance company's business are
            --------
            owned by, and are the property of, the specific  insurance  company.
            As a general  matter,  each  individual  insurance  company  and all
            appropriate  regulatory authorities shall have access to all records
            relating to the business within a reasonable time, such timeframe to
            depend  upon  the  nature  and  complexity  of the  request  and the
            physical location of such records at the time of the request.

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IN WITNESS  WHEREOF,  the Parties have caused this Agreement to be duly executed
on the day and year first above set forth.

NATIONWIDE MUTUAL INSURANCE COMPANY

NATIONWIDE MUTUAL FIRE INSURANCE COMPANY

NATIONWIDE LIFE INSURANCE COMPANY

NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY

NATIONWIDE INSURANCE COMPANY OF AMERICA

NATIONWIDE INSURANCE COMPANY OF FLORIDA

NATIONWIDE ASSURANCE COMPANY

AMCO INSURANCE COMPANY

DEPOSITORS INSURANCE COMPANY

ALLIED PROPERTY AND CASUALTY INSURANCE COMPANY

FARMLAND MUTUAL INSURANCE COMPANY

SCOTTSDALE INSURANCE COMPANY

SCOTTSDALE SURPLUS LINES INSURANCE COMPANY

WESTERN HERITAGE INSURANCE COMPANY

NATIONWIDE GENERAL INSURANCE COMPANY

NATIONWIDE PROPERTY AND CASUALTY INSURANCE COMPANY

NATIONWIDE AGRIBUSINESS INSURANCE COMPANY

COLONIAL COUNTY MUTUAL INSURANCE COMPANY

NATIONAL CASUALTY COMPANY

CALFARM INSURANCE COMPANY

NATIONWIDE FINANCIAL SERVICES, INC.

NATIONWIDE CORPORATION

NATIONWIDE INVESTMENT SERVICES CORPORATION

NATIONWIDE REALTY INVESTORS, LTD

NATIONWIDE GLOBAL HOLDINGS, INC.

GARTMORE GLOBAL INVESTMENTS, INC.

NATIONWIDE RETIREMENT SOLUTIONS, INC.

NATIONWIDE SECURITIES, INC.

NATIONWIDE FINANCIAL INSTITUTION DISTRIBUTORS AGENCY, INC.

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NATIONWIDE ADVANTAGE MORTGAGE COMPANY

ALLIED GROUP, INC.

SCOTTSDALE INDEMNITY COMPANY

NATIONWIDE INDEMNITY COMPANY

NATIONWIDE SERVICES COMPANY, LLC

NATIONWIDE CASH MANAGEMENT COMPANY

NATIONAL DEFERRED COMPENSATION, INC.

NATIONWIDE FOUNDATION

RETENTION ALTERNATIVES, LTD.



By: -------------------------------------
Name: Robert A. Oakley

Title: Executive Vice President-Chief Financial Officer

NATIONWIDE AFFINITY INSURANCE COMPANY OF AMERICA

By: -------------------------------------
Name:  David K. Hollingsworth
Title:  President and Chief Operating Officer

NATIONWIDE LLOYDS

By:  Lone Star General Agency, Inc., its Attorney-in-Fact
        By:  -------------------------------------
        Print Name: -------------------------------------
        Its -------------------------------------

NATIONWIDE RETIREMENT PLAN SERVICES, INC.

By: -------------------------------------
Name: Michael C. Butler
Title: Chairman of the Board and Vice President

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NATIONWIDE FINANCIAL SERVICES (BERMUDA), INC.

By: -------------------------------------
Name: Mark R. Thresher

Title:  Senior Vice President-Finance and Treasurer

GATES MCDONALD & COMPANY

By: -------------------------------------
Name: Danny M. Fullerton
Title:  President and Chief Operating Officer

NATIONWIDE HEALTH PLANS, INC.

By: -------------------------------------
Name: Joseph San Filippo
Title:  President and Chief Operating Officer

GARTMORE MORLEY FINANCIAL SERVICES, INC.

By: -------------------------------------
Name: Paul J. Hondros
Title:  President and Chief Executive Officer

THE 401(k) COMPANIES, INC.

By: -------------------------------------
Name: Gerald T. Bramlett, Jr.
Title:  President, Chief Executive Officer and Chief Financial Officer

INSURANCE INTERMEDIARIES, INC.

By: -------------------------------------
Name: David S. Schmidt
Title:  President